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Silicon Graphics, Inc. to Be Held on December 6, 2005 at 3:00 P.M

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Silicon Graphics, Inc. to Be Held on December 6, 2005 at 3:00 P.M ANNUAL 2005 REPORT & P R O X Y STATEMENT Silicon Graphics is a leader in high-performance computing, storage and visualization. SGI products, services and solutions enable technical and creative customers to gain strategic and competitive advantage in their own markets. Whether being used to design and build safer cars and aircraft, discover new medications or oil reserves, predict the weather, entertain us with special movie effects or provide mission-critical support for government and defense, SGI systems and expertise are empowering a world of innovation and discovery. Founded in 1982, SGI is headquartered in Mountain View, California and maintains offices worldwide. The company sells its products through a mix of direct sales and global distribution partners. 2005 ANNUAL REPORT AND PROXY STATEMENT November 3, 2005 Dear Stockholder: You are cordially invited to attend the Annual Meeting of Stockholders of Silicon Graphics, Inc. to be held on December 6, 2005 at 3:00 p.m. at the Crowne Plaza Hotel, 4290 El Camino Real, Palo Alto, California. The Notice of Annual Meeting and Proxy Statement that accompany this letter provide an outline of the business to be conducted at the meeting. In addition to the matters to be voted on, there will be a report on the progress of the Company and an opportunity for stockholders to ask questions. We hope you will be able to join us. To ensure your representation at the meeting, we urge you to vote your shares as soon as possible. The proxy card includes instructions on how to vote on the Internet, by telephone or by returning your proxy card. Your vote is very important. We encourage you to receive future annual reports and proxy statements from SGI electronically. This will help us save costs in producing and distributing these materials. If you wish to receive our annual report and proxy statement electronically next year, please follow the instructions on the enclosed proxy card. Sincerely, ROBERT R. BISHOP Chairman and Chief Executive Officer Silicon Graphics, Inc. SILICON GRAPHICS, INC. ANNUAL MEETING OF STOCKHOLDERS December 6, 2005 at 3:00 p.m. CROWNE PLAZA HOTEL 4290 EL CAMINO REAL PALO ALTO, CA 94306 DRIVING DIRECTIONS From the San Francisco International Airport: Take Highway 101 South toward San Jose. Exit on San Antonio Road going south. Follow San Antonio Road to El Camino Real. Turn right on El Camino Real. The Crowne Plaza Hotel will be approximately 0.2 miles on the left side of road. From the San Jose Airport: Take Highway 101 North toward San Francisco. Exit on San Antonio Road and turn left on the overpass. Follow San Antonio Road to El Camino Real. Turn right on El Camino Real. The Crowne Plaza Hotel will be approximately 0.2 miles on the left side of road. From the San Francisco Area: Take Highway 280 South toward San Jose. Exit at Page Mill Road and turn left. Follow Page Mill Road to El Camino Real. Turn right on El Camino Real. The Crowne Plaza Hotel will be approximately 1.7 miles on the right side of road. SILICON GRAPHICS, INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS December 6, 2005 The Annual Meeting of Stockholders of Silicon Graphics, Inc. will be held on Tuesday, December 6, 2005 at 3:00 p.m., local time, at the Crowne Plaza Hotel, 4290 El Camino Real, Palo Alto, California, for the following purposes: 1. To elect two Class I directors of the Company to serve for three-year terms. 2. To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending June 30, 2006. 3. To consider any other business that may properly come before the annual meeting or any adjournment or postponement of the annual meeting. The Proxy Statement accompanying this Notice describes these matters more fully. October 11, 2005 is the record date for notice and voting. Only stockholders of record at the close of business on that date may vote at the annual meeting or any adjournment thereof. We invite all stockholders to attend the meeting in person. Even if you plan to attend, please vote your shares as soon as possible. You may vote by telephone, on the Internet or by signing and returning the proxy card in the enclosed envelope. Sincerely, Sandra M. Escher Senior Vice President, General Counsel and Secretary Mountain View, California November 3, 2005 SILICON GRAPHICS, INC. 2005 ANNUAL MEETING OF STOCKHOLDERS NOTICE OF ANNUAL MEETING AND PROXY STATEMENT INDEX Page INFORMATION CONCERNING SOLICITATION AND VOTING ........................... 1 General Information ................................................................. 1 Who May Vote at the Annual Meeting .................................................. 1 Principal Share Ownership ............................................................ 1 Cost of Proxy Solicitation ............................................................. 2 Householding ...................................................................... 3 VotingYourProxy.................................................................. 3 Votes Needed to Hold the Meeting ..................................................... 3 Internet or Telephone Voting .......................................................... 4 ChangingYourVote................................................................. 4 Deadline for Receipt of Stockholder Proposals for 2006 Annual Meeting ....................... 4 PROPOSAL 1 ELECTION OF DIRECTORS .............................................. 5 Directors and Nominees for Director .................................................... 5 Corporate Governance ............................................................... 6 Compensation Committee Interlocks and Insider Participation ................................ 9 Director Compensation ............................................................... 9 Vote Required ...................................................................... 9 Recommendation ................................................................... 9 PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM .......................................................... 10 Fees Paid to the Independent Registered Public Accounting Firm ............................. 10 Recommendation ................................................................... 11 OTHER INFORMATION ............................................................... 11 Security Ownership of Management .................................................... 11 REPORT OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE ............. 12 Compensation Philosophy ............................................................ 12 Executive Compensation Components ................................................... 12 Section 162(m) ..................................................................... 13 REPORT OF THE AUDIT COMMITTEE ................................................. 14 EXECUTIVE OFFICER COMPENSATION ............................................... 15 Summary Compensation Table ........................................................ 15 Option Exercises in Fiscal 2005 and Fiscal Year-End Option Values ........................... 16 Section 16(a) Beneficial Ownership Reporting Compliance .................................. 16 Equity Compensation Plan Information .................................................. 16 Amended and Restated 1996 Supplemental Non-Executive Equity Incentive Plan ................ 16 CERTAIN TRANSACTIONS ............................................................ 17 COMPANY STOCK PRICE PERFORMANCE GRAPH ..................................... 18 OTHER MATTERS .................................................................... 19 SILICON GRAPHICS, INC. PROXY STATEMENT INFORMATION CONCERNING SOLICITATION AND VOTING Your vote is very important. For this reason, our Board of Directors (the “Board”) is requesting that you permit your shares of common stock to be represented at Silicon Graphics, Inc.’s 2005 Annual Meeting of Stockholders by the proxies named on the enclosed proxy card. This proxy statement contains important information for you to consider in deciding how to vote on the matters brought before the meeting. General Information Silicon Graphics, Inc., referred to in these proxy materials as SGI, we or the Company, is soliciting the enclosed proxy for use at the Annual Meeting of Stockholders to be held on December 6, 2005 at 3:00 p.m., local time, or at any adjournment thereof, for the purposes set forth in this proxy statement and in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held at the Crowne Plaza Hotel, 4290 El Camino Real, Palo Alto, California. SGI’s principal offices are located at 1500 Crittenden Lane, Mountain View, California 94043-1351, and our telephone number at that location is 650-960-1980. These proxy solicitation materials will be mailed on or about November 7, 2005 to all stockholders entitled to vote at the meeting. Who May Vote at the Annual Meeting You may vote your stock if our records show that you owned your shares on the record date, which is October 11, 2005. As of the record date, there were issued and outstanding 268,272,438 shares of our common stock, $0.001 par value. Our Certificate of Incorporation provides for cumulative voting for the election of directors. Stockholders may allocate among one or more candidates the number of votes equal to the number of directors to be elected multiplied by the number of shares or equivalent shares of common stock
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